Stockholders' Equity | 4. Stockholders’ Equity Common Stock During the year ended December 31, 2023, the Company issued 1,192,784 shares of common stock resulting from stock option exercises, receiving gross proceeds of $1,874 and issued 288,550 shares from the vesting of restricted stock units, and issued 82,423 shares to employees pursuant to the Employee Stock Purchase Plan (“ESPP”), receiving gross proceeds of $269. During the year ended December 31, 2022, the Company issued 1,195,208 shares of common stock as a result of stock option exercises, receiving gross proceeds of $2,888. Preferred Stock The Company’s certificate of incorporation authorizes 5,000,000 shares of preferred stock, par value $0.01 per share. As of December 31, 2023 and 2022, no shares of preferred stock were issued or outstanding. Stock Incentive Plans The Company adopted the MaxCyte, Inc. Long-Term Incentive Plan (the “2016 Plan”) in January 2016 to provide for the awarding of (i) stock options, (ii) restricted stock, (iii) incentive shares, and (iv) performance awards to employees, officers, and directors of the Company and to other individuals as determined by the board of directors. In December 2021, the Company adopted the MaxCyte, Inc. 2021 Inducement Plan (the “Inducement Plan”) to provide for the awarding of (i) non-qualified stock options; (ii) stock appreciation rights; (iii) restricted stock awards; (iv) restricted stock unit awards; (v) performance awards; and (vi) other awards only to persons eligible to receive grants of awards who satisfy the standards for inducement grants under Nasdaq Marketplace Rule 5635(c)(4) or 5635(c)(3), if applicable, and the related guidance under Nasdaq IM 5635-1. The board of directors reserved 2,500,000 shares for issuance under the Inducement Plan. As of December 31, 2023, options to purchase 818,400 shares remain outstanding under the Inducement Plan. In May 2022, the Company’s board of directors adopted, and in June 2022 the Company’s stockholders approved, the MaxCyte, Inc. 2022 Equity Incentive Plan (the “2022 Plan”) to provide for the awarding of (i) incentive stock options, (ii) non-qualified stock options, (iii) stock appreciation rights, (iv) restricted stock awards, (v) restricted stock unit awards, (vi) performance awards, and (vii) other awards. Following the approval of the 2022 Plan, no additional awards can be granted under the 2016 Plan or the Inducement Plan, but all outstanding awards will continue to remain subject to the terms of the applicable plan. Upon the effectiveness of the 2022 Plan, a total of 3,692,397 shares were initially reserved for issuance pursuant to future awards under the 2022 Plan, consisting of 1,928,000 new shares and 1,764,397 shares previously available under the 2016 Plan. If and to the extent that outstanding options under the 2016 Plan or the Inducement Plan are forfeited, the shares underlying such forfeited options will become available for issuance under the 2022 Plan. Stock Option Activity A summary of stock option activity for the years ended December 31, 2023 and 2022 is as follows: Weighted- Average Weighted Remaining Number of Average Contractual Life Aggregate Options Exercise Price (in years) Intrinsic Value Outstanding at January 1, 2022 12,433,739 $ 6.03 7.5 $ 66,547 Granted 4,408,400 $ 6.45 Exercised (1,195,208) $ 2.38 $ 4,163 Forfeited (1,285,839) $ 7.31 Outstanding at December 31, 2022 14,361,092 $ 5.94 7.2 $ 23,825 Granted 2,713,395 $ 4.36 Exercised (1,192,784) $ 1.58 $ 4,106 Forfeited (460,390) $ 9.18 Expired (3,327) $ 6.46 Outstanding at December 31, 2023 15,417,986 $ 5.90 6.9 $ 15,854 Exercisable at December 31, 2023 9,638,499 $ 5.42 5.9 $ 14,511 The weighted-average fair value of the options granted during the years ended December 31, 2023 and 2022 was estimated to be $2.05 and $3.48, respectively. The value of a stock option is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2023, total unrecognized compensation expense for outstanding stock options was $18,931, which will be recognized over the next 2.0 years. Restricted Stock Unit Activity During the years ended December 31, 2023 and 2022, the Company issued restricted stock unit awards (“RSUs”) under the 2022 Plan. Each RSU represents the contingent right to receive one share of common stock. A summary of RSU activity for the years ended December 31, 2023 and 2022 is as follows: Weighted- Average Weighted Remaining Number of Average Contractual Life RSUs Grant Date Fair Value (in years) Outstanding at January 1, 2022 — $ — Granted 662,900 $ 5.56 Forfeited (19,300) $ 5.39 Outstanding at December 31, 2022 643,600 $ 5.57 3.2 Granted 1,043,150 $ 4.21 Vested and released (288,550) $ 5.48 Forfeited (102,020) $ 4.70 Outstanding at December 31, 2023 1,296,180 $ 4.57 2.8 The value of an RSU is recognized as expense on a straight-line basis over the requisite service period. As of December 31, 2023, total unrecognized compensation expense for outstanding RSUs was $4,589, which will be recognized over the next 2.8 years. Employee Stock Purchase Plan The Company commenced the initial offering (the “Initial Offering”) under the MaxCyte, Inc. 2021 Employee Stock Purchase Plan (the “ESPP”). The ESPP provides an offering period of 24 months, with four purchase periods that are generally six months long (the “Purchase Period”). The ESPP allows eligible employees to purchase a number of shares of the Company’s Common Stock up to a maximum of 15% of the employee’s earnings during the Purchase Period subject to certain limitations. The purchase price will be the lesser of 85% of the fair market value of shares on the beginning of each Purchase Period or on the Purchase Date (i.e., the last day of the Purchase Period). Participants may decrease their contribution level or withdraw from the ESPP at any time during the Purchase Period subject to certain conditions. The first purchase period began on May 19, 2023 and ended on November 17, 2023. The second purchase period began on November 20, 2023. For the year ended December 31, 2023, the Company recognized in compensation cost related to the ESPP. Stock-based Compensation Expense Stock-based compensation expense recognized in connection with stock options, RSUs and the ESPP for the years ended December 31, 2023 and 2022 was classified as follows on the consolidated statements of operations: Year ended December 31, 2023 2022 General and administrative $ 6,114 $ 5,621 Sales and marketing 3,252 2,517 Research and development 4,613 3,614 Total $ 13,979 $ 11,752 |